Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Appalachian Power Company
(Exact name of registrant as specified in its charter)
Virginia 54-0124790
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
40 Franklin Road, S.W.
Roanoke, Virginia 24011
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 540-985-2300
ARMANDO A. PENA, Treasurer
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza
Columbus, Ohio 43215
614-223-2850
(Name, address and telephone number of agent for service)
It is respectfully requested that the Commission send copies
of all notices, orders and communications to:
Simpson Thacher & Bartlett Dewey Ballantine LLP
425 Lexington Avenue 1301 Avenue of the Americas
New York, NY 10017-3909 New York, NY 10019-6092
Attention: James M. Cotter Attention: E. N. Ellis, IV
Approximate date of commencement of proposed sale to the public:
At such time or times after the effective date of the Registra-
tion Statement as the registrant shall determine.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, please check the following box. [ ]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Each Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Unit* Price* Fee
Senior Notes $100,000,000 100% $100,000,000 $29,500
*Estimated solely for purpose of calculating the registration
fee.
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the registration statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
SUBJECT TO COMPLETION, DATED FEBRUARY 9, 1998
PROSPECTUS
$100,000,000
APPALACHIAN POWER COMPANY
____% Senior Notes, Series A, Due 2038
The Senior Notes, Series A, Due 2038, will mature on March
31, 2038 (the "New Senior Notes"). Interest on the New Senior
Notes at the rate of _____% per annum is payable quarterly, in
arrears, on each March 31, June 30, September 30 and December 31
(each an "Interest Payment Date"), commencing March 31, 1998.
The New Senior Notes will be redeemable at 100% of the principal
amount redeemed plus accrued interest to the redemption date at
the option of the Company in whole or in part on or after March
__, 2003. The New Senior Notes will be available for purchase in
denominations of $25 and any integral multiple thereof. See
"Description of the New Senior Notes" herein.
The New Senior Notes will be direct, unsecured and
unsubordinated obligations of the Company ranking pari passu with
all other unsecured and unsubordinated obligations of the
Company. The New Senior Notes will be effectively subordinated
to all secured debt of the Company, including its first mortgage
bonds, aggregating approximately $1,102,000,000 outstanding at
December 31, 1997. The Indenture contains no restrictions on the
amount of additional indebtedness that may be incurred by the
Company.
The New Senior Notes initially will be represented by one or
more global Notes (each a "Global Note") registered in the name
of a nominee of The Depository Trust Company, as Depository, or
another depository (such a Note, so represented, being called a
"Book-Entry Note"). Beneficial interests in Global Notes
representing Book-Entry Notes will be shown on, and transfers
thereof will be effected only through, records maintained by the
Depository's participants. Book-Entry Notes will not be issuable
as certificated notes except under circumstances described
herein. See "Description of the New Senior Notes -- Book-Entry
Notes" herein.
Application will be made to have the New Senior Notes listed
on the New York Stock Exchange ("NYSE").
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Price to Underwriting Proceeds to
Public(1) Discount(2)(4) Company(3)(4)
Per New
Senior Note . 100.000% ____% __.___%
Total . . . . $100,000,000 $_,___,___ $___,___,___
(1) Plus accrued interest, if any, from the date of original
issuance.
(2) The Company has agreed to indemnify the Underwriters against
certain liabilities, including certain liabilities under the
Securities Act of 1933, as amended. See "Underwriting"
herein.
(3) Before deducting expenses payable by the Company, estimated
at $212,500.
(4) The Underwriting Discount will be __% of the principal
amount of the New Senior Notes sold to certain institutions.
Therefore, to the extent any such sales are made to such
institutions, the actual total Underwriting Discount will be
less than, and the actual total Proceeds to the Company will
be greater than, the amounts shown in the table above.
The New Senior Notes are offered severally by the
Underwriters, as specified herein, subject to receipt and
acceptance by them and subject to their right to reject any order
in whole or in part. It is expected that delivery of the New
Senior Notes will be made only in book-entry form through the
facilities of The Depository Trust Company on or about March __,
1998 against payment thereof in immediately available funds.
Salomon Smith Barney
Merrill Lynch & Co.
Morgan Stanley Dean Witter
PaineWebber Incorporated
Prudential Securities Incorporated
The date of this Prospectus is February __, 1998.
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE
PRICE OF THE NEW SENIOR NOTES OFFERED HEREBY, INCLUDING BY
ENTERING STABILIZING BIDS, PURCHASING NEW SENIOR NOTES TO COVER
SYNDICATE SHORT POSITIONS AND IMPOSING PENALTY BIDS. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING" HEREIN.
No dealer, salesperson or other person has been authorized
to give any information or to make any representation not
contained in this Prospectus in connection with the offer made by
this Prospectus, and, if given or made, such information or
representation must not be relied upon as having been authorized
by the Company or any underwriter, agent or dealer. This
Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, by any underwriter, agent or
dealer in any jurisdiction in which it is unlawful for such
underwriter, agent or dealer to make such an offer or
solicitation. Neither the delivery of this Prospectus nor any
sale made thereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company since the date hereof or thereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "1934 Act") and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "SEC"). Such reports and
other infor-mation may be inspected and copied at the public
reference facilities maintained by the SEC at 450 Fifth Street,
N.W., Washington, D.C., 20549; Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois, 60661; and 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the
SEC, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The SEC maintains a Web site at http://www.sec.gov
containing reports, proxy statements and information statements
and other information regarding registrants that file electroni-
cally with the SEC, including the Company. Certain of the
Company's securities are listed on the New York Stock Exchange
and on the Philadelphia Stock Exchange, where reports and other
information concerning the Company may also be inspected.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the SEC
are incorporated in this Prospectus by reference:
-- The Company's Annual Report on Form 10-K for the year
ended December 31, 1996;
-- The Company's Quarterly Reports on Form 10-Q for the
periods ended March 31, 1997, June 30, 1997 and
September 30, 1997; and
-- The Company's Current Report on Form 8-K, dated
December 21, 1997.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date
of this Prospectus and prior to the termination of the offering
made by this Prospectus shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written
or oral request of any such person, a copy of any or all of the
documents described above which have been incorporated by
reference in this Prospectus, other than exhibits to such
documents. Written requests for copies of such documents should
be addressed to Mr. G. C. Dean, American Electric Power Service
Corporation, 1 Riverside Plaza, Columbus, Ohio 43215 (telephone
number: 614-223-1000). The information relating to the Company
contained in this Prospectus does not purport to be comprehensive
and should be read together with the information contained in the
documents incorporated by reference.
TABLE OF CONTENTS
Page
Available Information . . . . . . . . . . . . . . . . . . . . . 2
Documents Incorporated by Reference . . . . . . . . . . . . . . 2
Table of Contents . . . . . . . . . . . . . . . . . . . . . . . 3
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . 4
Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . . 4
Description of New Senior Notes . . . . . . . . . . . . . . . . 4
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . 14
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . 15
THE COMPANY
The Company is engaged in the generation, purchase,
transmission and distribution of electric power to approximately
877,000 customers in southwestern Virginia and southern West
Virginia, and in supplying electric power at wholesale to other
electric utility companies, municipalities and non-utility
entities engaged in the wholesale power market. Its principal
executive offices are located at 40 Franklin Road, S.W., Roanoke,
Virginia 24011 (telephone number: 540-985-2300). The Company is
a subsidiary of American Electric Power Company, Inc. ("AEP") and
is a part of the American Electric Power integrated utility
system (the "AEP System"). The executive offices of AEP are
located at 1 Riverside Plaza, Columbus, Ohio 43215 (telephone
number: 614-223-1000).
USE OF PROCEEDS
The Company proposes to use the net proceeds from the sale
of the New Senior Notes to redeem or repurchase certain of its
outstanding debt and/or preferred stock, to fund its construction
program, to repay short-term indebtedness incurred in connection
with such purchase or its construction program and for other
corporate purposes. Proceeds may be temporarily invested in
short-term instruments pending their application to the foregoing
purposes.
The Company's First Mortgage Bonds, 7.95% Series due 2002
($60,000,000 principal amount outstanding) will be redeemed on
March 1, 1998 at their regular redemption price of 101.14%. The
Company's First Mortgage Bonds, 8.43% Series due 2022
($50,000,000 principal amount outstanding) may be redeemed at
their regular redemption price of 106.33%. The Company's First
Mortgage Bonds, 8.70% Series due 2022 ($35,000,000 principal
amount outstanding) may be redeemed at their regular redemption
price of 106.53%. The Company's First Mortgage Bonds, 8.75%
Series due 2022 ($29,919,000 principal amount outstanding) may be
redeemed at their regular redemption price of 106.13%. The
Company's First Mortgage Bonds may also be redeemed through the
application of cash deposited with the Trustee under the
Company's Mortgage (as defined below) pursuant to certain
provisions thereof.
The Company has estimated that its consolidated construction
costs (inclusive of allowance for funds used during construction)
for 1998 will be approximately $206,000,000. At January 21,
1998, the Company had approximately $113,000,000 of short-term
unsecured indebtedness outstanding.
RATIO OF EARNINGS TO FIXED CHARGES
Below is set forth the ratio of earnings to fixed charges
for each of the twelve month periods ended December 31, 1992
through 1996 and September 30, 1997:
12-Month
Period Ended Ratio
December 31, 1992 2.58
December 31, 1993 2.69
December 31, 1994 2.37
December 31, 1995 2.54
December 31, 1996 2.78
September 30, 1997 2.45
DESCRIPTION OF NEW SENIOR NOTES
The New Senior Notes will be issued as a series of
Securities under an Indenture, dated as of January 1, 1998,
between the Company and The Bank of New York, as Trustee (the
"Trustee"), as heretofore supplemented and amended and as to be
further supplemented and amended (the "Indenture"). The
following summary does not purport to be complete and is subject
in all respects to the provisions of, and is qualified in its
entirety by reference to, the Indenture. Whenever particular
provisions or defined terms in the Indenture are referred to
herein, such provisions or defined terms are incorporated by
reference herein. Section and Article references used herein are
references to provisions of the Indenture unless otherwise noted.
All Notes (including the New Senior Notes) to be issued
under the Indenture are herein sometimes referred to as "Notes".
Copies of the Indenture, including the form of Company Order
pursuant to which each series of Notes may be issued, are filed
as exhibits to the Registration Statement.
General
The New Senior Notes will be issued in fully registered form
only, without coupons. The New Senior Notes will be issued
initially as one or more Book-Entry Notes. Except as set forth
herein under "Book-Entry Notes", the New Senior Notes will not be
issuable as certificated notes. The authorized denominations of
Global Notes will be $25 and any integral multiple thereof.
The New Senior Notes will be unsecured obligations of the
Company and will rank pari passu with all other unsecured debt of
the Company, except debt that by its terms is subordinated to the
unsecured debt of the Company. The Indenture provides that New
Senior Notes may be issued thereunder without limitation as to
aggregate principal amount and may be issued thereunder from time
to time in one or more series or one or more Tranches thereof, as
authorized by a Board Resolution and as set forth in a Company
Order or one or more supplemental indentures creating such
series. (Section 2.01).
Substantially all of the fixed properties and franchises of
the Company are subject to the lien of its first mortgage bonds
(the "Bonds") issued under and secured by a Mortgage and Deed of
Trust, dated as of December 1, 1940, as previously supplemented
and amended by supplemental indentures, between the Company and
Bankers Trust Company, as trustee (the "Mortgage").
The New Senior Notes are not convertible into any other
security of the Company. The covenants contained in the
Indenture do not limit the amount of other debt, secured or
unsecured, which may be issued by the Company. In addition, the
Indenture does not contain any provisions that afford holders of
New Senior Notes protection in the event of a highly leveraged
transaction involving the Company.
Principal Amount, Maturity and Interest
The New Senior Notes will be limited in aggregate principal
amount to $100,000,000.
The New Senior Notes will mature and become due and payable,
together with any accrued and unpaid interest thereon, on March
31, 2038 and will bear interest at the rate per annum shown in
the title thereof from the date on which the New Senior Notes are
originally issued until the principal amount thereof becomes due
and payable. The New Senior Notes are not subject to any sinking
fund provision.
Interest on each New Senior Note will be payable quarterly
in arrears on each March 31, June 30, September 30 and December
31 and at redemption, if any, or maturity. The initial Interest
Payment Date is March 31, 1998. Each payment of interest in
respect of an Interest Payment Date shall include interest
accrued through the day before such Interest Payment Date.
Interest on New Senior Notes will be computed on the basis of a
360-day year of twelve 30-day months.
Payments of interest on the New Senior Notes (other than
interest payable at redemption, if any, or maturity) will be
made, except as provided below, in immediately available funds to
the owners of such New Senior Notes (which, in the case of Global
Notes representing Book-Entry Notes, will be a nominee of the
Depository, as hereinafter defined) as of the Regular Record Date
(as defined below) for each Interest Payment Date.
The principal of the New Senior Notes and any premium and
interest thereon payable at redemption, if any, or maturity will
be paid in immediately available funds upon surrender thereof at
the office of The Bank of New York at 101 Barclay Street in New
York, New York. Should any New Senior Note be issued other than
as a Global Note, interest (other than interest payable at
redemption or maturity) may, at the option of the Company, be
paid to the person entitled thereto by check mailed to any such
person. See "Book-Entry Notes" herein.
If, with respect to any New Senior Note, any Interest
Payment Date, redemption date or the maturity is not a Business
Day (as defined below), payment of amounts due on such New Senior
Note on such date may be made on the next succeeding Business
Day, and, if such payment is made or duly provided for on such
Business Day, no interest shall accrue on such amounts for the
period from and after such Interest Payment Date, redemption date
or maturity, as the case may be, to such Business Day, except
that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding
Business Day, with the same force and effect as if made on such
date.
The "Regular Record Date" with respect to a New Senior Note
will be the March 15, June 15, September 15 or December 15, as
the case may be, next preceding an Interest Payment Date or if
such March 15, June 15, September 15 or December 15 is not a
Business Day, the next preceding Business Day.
"Business Day" with respect to any New Senior Note means any
day that (a) in the Place of Payment (as defined in the
Indenture) (or in any of the Places of Payment, if more than one)
in which amounts are payable as specified in the form of such
Note and (b) in the city in which the Trustee administers its
corporate trust business, is not a day on which banking
institutions are authorized or required by law or regulation to
close.
Certain Trading Characteristics of the New Senior Notes
The New Senior Notes are expected to trade at a price that
takes into account the value, if any, of accrued but unpaid
interest; thus, purchasers will not pay and sellers will not
receive accrued and unpaid interest with respect to the New
Senior Notes that is not included in the trading price thereof.
Any portion of the trading price of a New Senior Note received
that is attributable to accrued interest will be treated as
ordinary interest income for federal income tax purposes and will
not be treated as part of the amount realized for purposes of
determining gain or loss on the disposition of the New Senior
Note.
The trading price of the New Senior Notes is likely to be
sensitive to the level of interest rates generally. If interest
rates rise in general, the trading price of the New Senior Notes
may decline to reflect the additional yield requirements of the
purchasers. Conversely, a decline in interest rates may increase
the trading price of the New Senior Notes, although any increase
will be moderated by the Company's ability to call the New Senior
Notes at any time on or after March __, 2003 at a Redemption
Price equal to 100% of the principal amount to be redeemed plus
accrued but unpaid interest.
Optional Redemption
The New Senior Notes will be redeemable at the option of the
Company, in whole or in part, at any time on or after March __,
2003, upon not less than 30 nor more than 60 days' notice, at
100% of the principal amount redeemed together with accrued and
unpaid interest to the redemption date.
Form, Exchange, Registration and Transfer
New Senior Notes in definitive form will be issued only as
registered Notes without coupons in denominations of $25 and in
integral multiples thereof authorized by the Company. New Senior
Notes may be presented for registration of transfer (with the
form of transfer endorsed thereon duly executed) or exchange, at
the office of the Security Registrar, without service charge and
upon payment of any taxes and other governmental charges as
described in the Indenture. Such transfer or exchange will be
effected upon the Company or the Security Registrar being
satisfied with the documents of title and identity of the person
making the request. The Company has appointed the Trustee as
Security Registrar with respect to New Senior Notes. The Company
may change the place for registration of transfer and exchange of
the New Senior Notes and may designate one or more additional
places for such registration and exchange. (Sections 2.05 and
4.02).
The Company shall not be required to (i) issue, register the
transfer of or exchange any New Senior Note during a period
beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of less than all the
outstanding New Senior Notes and ending at the close of business
on the day of such mailing or (ii) register the transfer of or
exchange any New Senior Notes or portions thereof called for
redemption in whole or in part. (Section 2.05).
Payment and Paying Agents
Payment of principal of and premium, if any, on any New
Senior Note will be made only against surrender to the Paying
Agent of such New Senior Note. Principal of and any premium and
interest on New Senior Note will be payable at the office of such
Paying Agent or Paying Agents as the Company may designate from
time to time, except that at the option of the Company payment of
any interest may be made by check mailed to the address of the
person entitled thereto as such address shall appear in the
Security Register with respect to such New Senior Note.
The Trustee initially will act as Paying Agent with respect
to New Senior Notes. The Company may at any time designate
additional Paying Agents or rescind the designation of any Paying
Agents or approve a change in the office through which any Paying
Agent acts. (Sections 4.02 and 4.03).
All moneys paid by the Company to a Paying Agent for the
payment of the principal of and premium, if any, or interest, if
any, on any New Senior Notes that remain unclaimed at the end of
two years after such principal, premium, if any, or interest
shall have become due and payable, subject to applicable law,
will be repaid to the Company and the holder of such New Senior
Note will thereafter look only to the Company for payment
thereof. (Section 11.04).
Book-Entry Notes
Except under the circumstances described below, the New
Senior Notes will be issued in whole or in part in the form of
one or more Global Notes that will be deposited with, or on
behalf of, The Depository Trust Company, New York, New York
("DTC"), or such other depository as may be subsequently
designated (the "Depository"), and registered in the name of a
nominee of the Depository.
Book-Entry Notes represented by a Global Note will not be
exchangeable for certificated notes and, except under the
circumstances described below, will not otherwise be issuable as
certificated notes.
So long as the Depository, or its nominee, is the registered
owner of a Global Note, such Depository or such nominee, as the
case may be, will be considered the sole owner of the individual
Book-Entry Notes represented by such Global Note for all purposes
under the Indenture. Payments of principal of and premium, if
any, and any interest on individual Book-Entry Notes represented
by a Global Note will be made to the Depository or its nominee,
as the case may be, as the owner of such Global Note. Except as
set forth below, owners of beneficial interests in a Global Note
will not be entitled to have any of the individual Book-Entry
Notes represented by such Global Note registered in their names,
will not receive or be entitled to receive physical delivery of
any such Book-Entry Note and will not be considered the owners
thereof under the Indenture, including, without limitation, for
purposes of consenting to any amendment thereof or supplement
thereto.
If the Depository is at any time unwilling or unable to
continue as depository and a successor depository is not
appointed, the Company will issue individual certificated notes
in exchange for the Global Note representing the corresponding
Book-Entry Notes. In addition, the Company may at any time and
in its sole discretion determine not to have any New Senior Notes
represented by the Global note and, in such event, will issue
individual certificated notes in exchange for the Global Note
representing the corresponding Book-Entry Notes. In any such
instance, an owner of a Book-Entry Note represented by a Global
Note will be entitled to physical delivery of individual
certificated notes equal in principal amount to such Book-Entry
Note and to have such certificated notes registered in his or her
name. Individual certificated notes so issued will be issued as
registered New Senior Notes in denominations, unless otherwise
specified by the Company, of $25 and integral multiples thereof.
DTC has confirmed to the Company and the Underwriters the
following information:
1. DTC will act as securities depository for the Global
Notes. The New Senior Notes will be issued as fully-registered
securities registered in the name of Cede & Co. (DTC's
partnership nominee). One fully-registered Global Note will be
issued for the series of New Senior Notes, in the aggregate
principal amount of such series, and will be deposited with DTC.
2. DTC is a limited-purpose trust company organized under
the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the 1934
Act. DTC holds securities that its participants ("Participants")
deposit with DTC. DTC also facilitates the settlement among
Participants of securities transactions, such as transfers and
pledges, in deposited securities through electronic computerized
book-entry changes in Participants' accounts, thereby eliminating
the need for physical movement of securities certificates.
Direct Participants include securities brokers and dealers,
banks, trust companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its Direct
Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc., and the National Association of
Securities Dealers, Inc. Access to the DTC system is also
available to others such as securities brokers and dealers,
banks, and trust companies that clear through or maintain a
custodial relationship with a Direct Participant, either directly
or indirectly ("Indirect Participants"). The Rules applicable to
DTC and its Participants are on file with the Securities and
Exchange Commission.
3. Purchases of New Senior Notes under the DTC system must
be made by or through Direct Participants, which will receive a
credit for the New Senior Notes on DTC's records. The ownership
interest of each actual purchaser of each New Senior Note
("Beneficial Owner") is in turn to be recorded on the Direct and
Indirect Participants' records. Beneficial Owners will not
receive written confirmation from DTC of their purchase, but
Beneficial Owners are expected to receive written confirmations
providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect
Participant through which the Beneficial Owner entered into the
transaction. Transfers of ownership interests in the New Senior
Notes are to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial
Owners will not receive certificates representing their ownership
interests in New Senior Notes, except in the event that use of
the book-entry system for the New Senior Notes is discontinued.
4. To facilitate subsequent transfers, all New Senior
Notes deposited by Participants with DTC are registered in the
name of DTC's partnership nominee, Cede & Co. The deposit of New
Senior Notes with DTC and their registration in the name of Cede
& Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the New Senior
Notes; DTC's records reflect only the identity of the Direct
Participants to whose accounts such New Senior Notes are
credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their
holdings on behalf of their customers.
5. Conveyance of notices and other communications by DTC
to Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect
Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
6. Redemption notices shall be sent to Cede & Co. If less
than all of the New Senior Notes are being redeemed, DTC's
practice is to determine by lot the amount of the interest of
each Direct Participant in such issue to be redeemed.
7. Neither DTC nor Cede & Co. will consent or vote with
respect to the New Senior Notes. Under its usual procedures, DTC
mails an Omnibus Proxy to the Company as soon as possible after
the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose
accounts the New Senior Notes are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
8. Principal and interest payments on the New Senior Notes
will be made to DTC. DTC's practice is to credit Direct
Participants' accounts on the date on which interest is payable
in accordance with their respective holdings shown on DTC's
records unless DTC has reason to believe that it will not receive
payment on such date. Payments by Participants to Beneficial
Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts
of customers in bearer form or registered in "street name", and
will be the responsibility of such Participant and not of DTC,
the Underwriters or the Company, subject to any statutory or
regulatory requirements as may be in effect from time to time.
Payment of principal and interest to DTC is the responsibility of
the Company or the Trustee, disbursement of such payments to
Direct Participants shall be the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners shall be
the responsibility of Direct and Indirect Participants.
9. DTC may discontinue providing its services as
securities depository with respect to the New Senior Notes at any
time by giving reasonable notice to the Company and the Trustee.
Under such circumstances, in the event that a successor
securities depository is not obtained, certificated notes are
required to be printed and delivered.
10. The Company may decide to discontinue use of the system
of book-entry transfers through DTC (or a successor securities
depository). In that event, certificated notes will be printed
and delivered.
The information in this section concerning DTC and DTC's
book-entry system has been obtained from sources that the Company
believes to be reliable, but the Company takes no responsibility
for the accuracy thereof.
None of the Company, the Trustee or any agent for payment on
or registration of transfer or exchange of any Global Note will
have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial
interests in such Global Note or for maintaining, supervising or
reviewing any records relating to such beneficial interests.
Modification of the Indenture
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than a
majority in principal amount of Notes of each series that are
affected by the modification, to modify the Indenture or any
supplemental indenture affecting that series or the rights of the
holders of that series of Notes; provided, that no such
modification may, without the consent of the holder of each
outstanding Note affected thereby, (i) extend the fixed maturity
of any Notes of any series, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of
interest thereon, or reduce any premium payable upon the
redemption thereof, or reduce the amount of the principal of a
Discount Security (as defined in the Indenture) that would be due
and payable upon a declaration of acceleration of the maturity
thereof pursuant to the Indenture, (ii) reduce the percentage of
Notes, the holders of which are required to consent to any such
supplemental indenture, or (iii) reduce the percentage of Notes,
the holders of which are required to waive any default and its
consequences. (Section 9.02).
In addition, the Company and the Trustee may execute,
without the consent of any holder of Notes, any supplemental
indenture for certain other usual purposes including the creation
of any new series of Notes. (Sections 2.01, 9.01 and 10.01).
Events of Default
The Indenture provides that any one or more of the following
described events, which has occurred and is continuing,
constitutes an "Event of Default" with respect to each series of
Notes:
(a) failure for 30 days to pay interest on Notes of
that series when due and payable; or
(b) failure for 3 Business Days to pay principal or
premium, if any, on Notes of that series when due and
payable whether at maturity, upon redemption, pursuant to
any sinking fund obligation, by declaration or otherwise; or
(c) failure by the Company to observe or perform any
other covenant (other than those specifically relating to
another series) contained in the Indenture for 90 days after
written notice to the Company from the Trustee or the
holders of at least 33% in principal amount of the
outstanding Notes of that series; or
(d) certain events involving bankruptcy, insolvency or
reorganization of the Company; or
(e) any other event of default provided for in a series
of Notes. (Section 6.01).
The Trustee or the holders of not less than 33% in aggregate
outstanding principal amount of any particular series of Notes
may declare the principal due and payable immediately upon an
Event of Default with respect to such series, but the holders of
a majority in aggregate outstanding principal amount of such
series may annul such declaration and waive the default with
respect to such series if the default has been cured and a sum
sufficient to pay all matured installments of interest and
principal otherwise than by acceleration and any premium has been
deposited with the Trustee. (Sections 6.01 and 6.06).
The holders of a majority in aggregate outstanding principal
amount of any series of Notes have the right to direct the time,
method and place of conducting any proceeding for any remedy
available to the Trustee for that series. (Section 6.06).
Subject to the provisions of the Indenture relating to the duties
of the Trustee in case an Event of Default shall occur and be
continuing, the Trustee will be under no obligation to exercise
any of its rights or powers under the Indenture at the request or
direction of any of the holders of the Notes, unless such holders
shall have offered to the Trustee indemnity satisfactory to it.
(Section 7.02).
The holders of a majority in aggregate outstanding principal
amount of any series of Notes affected thereby may, on behalf of
the holders of all Notes of such series, waive any past default,
except a default in the payment of principal, premium, if any, or
interest when due otherwise than by acceleration (unless such
default has been cured and a sum sufficient to pay all matured
installments of interest and principal otherwise than by
acceleration and any premium has been deposited with the Trustee)
or a call for redemption of Notes of such series. (Section
6.06). The Company is required to file annually with the Trustee
a certificate as to whether or not the Company is in compliance
with all the conditions and covenants under the Indenture.
(Section 5.03(d)).
Consolidation, Merger and Sale
The Indenture does not contain any covenant that restricts
the Company's ability to merge or consolidate with or into any
other corporation, sell or convey all or substantially all of its
assets to any person, firm or corporation or otherwise engage in
restructuring transactions, provided that the successor
corporation assumes due and punctual payment of principal or
premium, if any, and interest on the Notes. (Section 10.01).
Legal Defeasance and Covenant Defeasance
Notes of any series may be defeased in accordance with their
terms and, unless the supplemental indenture or Company Order
establishing the terms of such series otherwise provides, as set
forth below. The Company at any time may terminate as to a
series all of its obligations (except for certain obligations,
including obligations with respect to the defeasance trust and
obligations to register the transfer or exchange of a Note, to
replace destroyed, lost or stolen Notes and to maintain agencies
in respect of the Notes) with respect to the Notes of such series
and the Indenture ("legal defeasance"). The Company at any time
also may terminate as to a series its obligations with respect to
the Notes of that series under any restrictive covenant which may
be applicable to that particular series ("covenant defeasance").
The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance
option. If the Company exercises its legal defeasance option,
the particular series may not be accelerated because of an Event
of Default. If the Company exercises its covenant defeasance
option, a series may not be accelerated by reference to any
restrictive covenant which may be applicable to that particular
series.
To exercise either of its defeasance options as to a series,
the Company must deposit with the Trustee or any paying agent, in
trust: moneys or Eligible Obligations, or a combination thereof,
in an amount sufficient to pay when due the principal of and
premium, if any, and interest, if any, due and to become due on
the Notes of such series that are Outstanding (as defined in the
Indenture). Such defeasance or discharge may occur only if,
among other things, the Company has delivered to the Trustee an
Opinion of Counsel to the effect that the holders of such Notes
will not recognize gain, loss or income for federal income tax
purposes as a result of the satisfaction and discharge of the
Indenture with respect to such series and that such holders will
realize gain, loss or income on such Notes, including payments of
interest thereon, in the same amounts and in the same manner and
at the same time as would have been the case if such satisfaction
and discharge had not occurred. (Section 11.01).
In the event the Company exercises its option to effect a
covenant defeasance with respect to the Notes of any series and
the Notes of that series are thereafter declared due and payable
because of the occurrence of any Event of Default other than an
Event of Default caused by failing to comply with the covenants
which are defeased, the amount of money and Eligible Obligations
on deposit with the Trustee may not be sufficient to pay amounts
due on the Notes of that series at the time of the acceleration
resulting from such Event of Default. However, the Company would
remain liable for such payments. (Section 11.01).
Governing Law
The Indenture and New Senior Notes will be governed by, and
construed in accordance with, the laws of the State of New York.
(Section 13.05).
Concerning the Trustee
AEP System companies, including the Company, utilize or may
utilize some of the banking services offered by The Bank of New
York in the normal course of their businesses. Among such
services are the making of short-term loans, generally at rates
related to the prime commercial interest rate.
LEGAL OPINIONS
Opinions with respect to the legality of the New Senior
Notes will be rendered by Simpson Thacher & Bartlett (a
partnership which includes professional corporations), 425
Lexington Avenue, New York, New York and 1 Riverside Plaza,
Columbus, Ohio, counsel for the Company, and by Dewey Ballantine
LLP, 1301 Avenue of the Americas, New York, New York, counsel for
the Underwriters. Additional legal opinions in connection with
the offering of the New Senior Notes may be given by Thomas G.
Berkemeyer or David C. House, counsel for the Company. Mr.
Berkemeyer is Assistant General Counsel, and Mr. House is an
Attorney, in the Legal Department of American Electric Power
Service Corporation, a wholly owned subsidiary of AEP. From time
to time, Dewey Ballantine LLP acts as counsel to affiliates of
the Company in connection with certain matters.
EXPERTS
The financial statements and related financial statement
schedule incorporated in this prospectus by reference from the
Company's Annual Report on Form 10-K have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their
reports, which are incorporated herein by reference, and have
been so incorporated in reliance upon the reports of such firm
given upon their authority as experts in accounting and auditing.
UNDERWRITING
Subject to the terms and conditions of the Underwriting
Agreement, the Company has agreed to sell to each of the
Underwriters named below ("Underwriters"), and each of the
Underwriters has severally agreed to purchase from the Company
the respective principal amount of New Senior Notes set forth
opposite its name below:
Principal Amount
Underwriters of New Senior Notes
Smith Barney Inc. . . . . . . . . . . . . . . $
Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . . . . . . $
Morgan Stanley & Co. Incorporated . . . . . . $
PaineWebber Incorporated . . . . . . . . . . . $
Prudential Securities Incorporated . . . . . . $
TOTAL . . . . . . . . . . . . . . . . . . . $100,000,000
In the Underwriting Agreement, the Underwriters have agreed,
subject to the terms and conditions set forth therein, to
purchase all of the New Senior Notes offered hereby if any of the
New Senior Notes are purchased.
The Underwriters propose to offer the New Senior Notes in
part directly to the public at the initial public offering price
set forth on the cover page of this Prospectus, and in part to
certain securities dealers at such price less a concession not in
excess of $______ per New Senior Note. The Underwriters may
allow, and such dealers may reallow, a concession not in excess
of $______ per New Senior Note to certain brokers and dealers.
After the New Senior Notes are released for sale to the public,
the offering price and other selling terms may from time to time
be varied by the Underwriters.
The Company has agreed, during the period of 30 days from
the date of the Underwriting Agreement, not to sell, offer to
sell, grant any option for the sale of, or otherwise dispose of
any New Senior Notes, any security convertible into or
exchangeable into or exercisable for New Senior Notes or any debt
securities substantially similar to the New Senior Notes (except
for the New Senior Notes issued pursuant to the Underwriting
Agreement), without the prior written consent of the
Underwriters.
The New Senior Notes are a new issue of securities with no
established trading market. While the Company intends to list
the New Senior Notes on the NYSE, there can be no assurance that
an active market for the New Senior Notes will develop or be
sustained in the future on the NYSE. Listing will depend upon
satisfaction of the NYSE's listing requirements with respect to
the New Senior Notes. The Underwriters have advised the Company
that they intend to make a market in the New Senior Notes prior
to the commencement of trading on the NYSE. The Underwriters
will have no obligation to make a market in the New Senior Notes,
however, and may cease market making activities, if commenced, at
any time.
The Company has agreed to indemnify the Underwriters against
certain liabilities, including certain liabilities under the
Securities Act of 1933.
In connection with this offering and in compliance with
applicable law and industry practice, the Underwriters may
overallot or effect transactions which stabilize, maintain or
otherwise affect the market price of the New Senior Notes at
levels above those which might otherwise prevail in the open
market, including by entering stabilizing bids, purchasing New
Senior Notes to cover syndicate short positions and imposing
penalty bids. A stabilizing bid means the placing of any bid, or
the effecting of any purchase, for the purpose of pegging, fixing
or maintaining the price of a security. Covering a syndicate
short position means placing a bid or effecting a purchase of a
security on behalf of the underwriting syndicate to reduce the
short position created in connection with the offering. Imposing
a penalty bid means purchasing a security in the open market to
reduce the underwriting syndicate's short position or to
stabilize the price of the security and in connection therewith
reclaiming the amount of the selling concession from the
underwriters and selling group members who sold such securities
as part of the offering.
In general, purchases of a security for the purpose of
stabilization or to reduce a syndicate short position could cause
the price of the security to be higher than it might be in the
absence of such purchases. The imposition of a penalty bid might
also have an effect on the price of a security to the extent that
it were to discourage resales of the security.
Neither the Company nor any of the Underwriters makes any
representation or prediction as to the direction or magnitude of
any effect that the transactions described above may have on the
price of the New Senior Notes. In addition, neither the Company
nor any of the Underwriters makes any representation that the
Underwriters will engage in such transactions or that such
transactions once commenced, will not be discontinued without
notice.
The Underwriters, and certain affiliates thereof, engage in
transactions with, and from time to time have performed services
for, the Company and its affiliates in the ordinary course of
business.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Estimation based upon the issuance of all of the New
Senior Notes in one issuance:
Securities and Exchange Commission
Filing Fees $ 29,500
Printing Registration Statement,
Prospectus, etc. 25,000
Printing and Engraving New Senior Notes 10,000
Independent Auditors' fees 15,000
Charges of Trustee (including counsel fees) 10,000
Legal fees 65,000
Rating Agency fees 48,000
Miscellaneous expenses $ 20,000
Total $212,500
* Estimated, except for filing fees.
Item 15. Indemnification of Directors and Officers.
The Bylaws of the Company provide that the Company shall
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal because such person
is or was a director, officer or employee of the Company or is or
was serving at the request of the Company as a director, officer,
partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, against any obligations to pay judgments,
settlements, penalties, fines (including any excise tax) or
reasonable expenses (including attorneys' fees) incurred by such
person in connection with such action, suit or proceeding if (a)
such person conducted him or herself in good faith, (b) such
person believed in the case of conduct in such person's official
capacity with the Company (as defined) that his or her conduct
was in the best interests of the Company, and, in all other
cases, that his or her conduct was at least not opposed to its
best interests, (c) with respect to any criminal action or
proceeding, such person had no reasonable cause to believe his or
her conduct was unlawful and (d) such person was not grossly
negligent or guilty of willful misconduct. Such indemni-fication
in connection with a proceeding by or in the right of the Company
is limited to reasonable expenses incurred in connection with the
proceeding. Any such indemnification (unless ordered by a court)
shall be made by the Company only as authorized in the specific
case upon a determination that indemnification of the director is
proper in the circumstances because such person has met the
applicable standard of conduct.
Section 13.1-698 of the Code of Virginia provides that
unless limited by the articles of incorporation, a corporation
shall indemnify a director who entirely prevails in the defense
of any proceeding to which such person was a party because such
person is or was a director of the corporation against reasonable
expenses incurred in connection with such proceeding. Section
13.1-699 provides that a corporation may pay for or reimburse
reasonable expenses incurred by a director who is a party to such
a proceeding in advance of final disposition of such proceeding
if (a) the director furnishes a written statement of his or her
good faith belief that the standard of conduct described in
Section 13.1-697 has been met; (b) the director furnishes the
corporation a written undertaking by or on behalf of the director
to repay the advance if it is ultimately determined that such
person did not meet the standard of conduct; and (c) a
determination is made that the facts then known to those making
the determination would not preclude indemnification. Section
13.1-700.1 provides procedures which allow directors to apply to
a court for an order directing advances or indemnification.
Section 13.1-702 provides that unless limited by the
articles of incorporation, (a) officers are entitled to mandatory
indemni-fication under Section 13.1-698 and to apply for court
ordered indemnification under Section 13.1-700.1 to the same
extent as a director, and (b) that a corporation may indemnify
and advance expenses to an officer, employee or agent to the same
extent as to a director. Section 13.1-704 provides that any
corporation shall have the power to make any further indemnity to
any director, officer, employee or agent that may be authorized
by the articles of incorporation or any bylaw made by the
stockholders or any resolution adopted, before or after the
event, by the stockholders, except an indemnity against willful
misconduct or a knowing violation of criminal law.
The above is a general summary of certain provisions of the
Company's Bylaws and the Code of Virginia and is subject in all
respects to the specific and detailed provisions of the Company's
Bylaws and the Code of Virginia.
Reference is made to the Selling Agency Agreement and the
Underwriting Agreement filed as Exhibits 1(a) and 1(b) hereto,
respectively, which provide for indemnification of the Company,
certain of its directors and officers, and persons who control
the Company, under certain circumstances.
The Company maintains insurance policies insuring its
directors and officers against certain obligations that may be
incurred by them.
Item 16. Exhibits.
Reference is made to the information contained in the
Exhibit Index filed as part of this Registration Statement.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall be deemed to
be a new registration statement relating to the New Senior
Notes, and the offering thereof at that time shall be deemed
to be the initial bona fide offering thereof.
(2) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the laws of the Commonwealth of
Virginia, the registrant's bylaws, or otherwise, the
registrant has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed
in said Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the New
Senior Notes, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in said Act and will be governed
by the final adjudication of such issue.
(3) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the
form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the
time it was declared effective.
(4) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable cause to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Columbus and State of Ohio, on the 9th day of February, 1998.
APPALACHIAN POWER COMPANY
E. Linn Draper, Jr.*
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
(i) Principal Executive
Officer Chairman of the Board
and Chief Executive
E. Linn Draper, Jr.* Officer February 9, 1998
(ii) Principal Financial
Officer:
G. P. Maloney* Vice President February 9, 1998
(iii) Principal Accounting
Officer:
P. J. DeMaria* Controller February 9, 1998
(iv) A Majority of the
Directors:
P. J. DeMaria*
E. Linn Draper, Jr.*
H. W. Fayne*
Wm. J. Lhota*
G. P. Maloney*
James J. Markowsky*
J. H. Vipperman* February 9, 1998
*By_/s/ A. A. Pena_
(A. A. Pena, Attorney-in-Fact)
EXHIBIT INDEX
Certain of the following exhibits, designated with an
asterisk (*), are filed herewith. The exhibits not so designated
have heretofore been filed with the Commission and, pursuant to
17 C.F.R. Sections 201.24 and 230.411, are incorporated herein by
reference to the documents indicated following the descriptions
of such exhibits.
Exhibit No. Description
* 1 - Copy of proposed form of Underwriting Agreement
for the New Senior Notes.
* 4(a) - Copy of Indenture, dated as of January 1, 1998,
between the Company and The Bank of New York, as
Trustee, for the Notes.
* 4(b) - Copy of Company Order, dated January 21, 1998, for
the Unsecured Medium Term Notes, Series A.
* 4(c) - Copy of proposed form of Company Order for the New
Senior Notes.
* 5 - Opinion of Simpson Thacher & Bartlett with respect
to the New Senior Notes.
12 - Statement re Computations of Ratios [Quarterly
Report on Form 10-Q of the Company for the period
ended September 30, 1997, File No. 1-3457, Exhibit
12].
*23(a) - Consent of Deloitte & Touche LLP.
23(b) - Consent of Simpson Thacher & Bartlett (included in
Exhibit 5 filed herewith).
*24 - Powers of Attorney and resolutions of the Board of
Directors of the Company.
*25 - Form T-1 re eligibility of The Bank of New York to
act as Trustee under the Indenture.